Emcure

PROFESSIONAL SERVICES AGREEMENT

made and executed on this 3I day

nis Professional Services Agreement ("Agreement") is
of Aug, 2021
By and Between

under Companies
EMCURE PHARMACEUTICALS LIMITED, a Company incorporated
Pune-41 1026
'Emcure House', T-184, MIDC, Bhosari,
ACt, 1956havingits registered office at"the
(hereinafterreferred to as Emcure'/ Company')
AND
R/o Happy Health
Dr. Mukund Wasekar, a professional, aged about 37 years,
healthcare
antheia hsg society, besides
Clinic, Shop no 1 Bldg A1,Karmayog hsg society Near Mahindra
,

the united church of christ Kamgar naga, Nehru Nagar Rd, Pimpri Colony,
Pune, Maharashtra
411018 (hereinafter referred to as "The Professional)
and collectively be
Emcure and the Professional shall individually be referred to as 'Party'
referred to as 'Parties'

WHEREAS;
in research
A. Emcure is pharmaceutical company in India and is, inter alia, engaged
a
and development, manufacturing, marketing
and distribution of wide range of
pharmaceutical products.
skills, expertise
B. The Professional has represented that he/she has requisite experience,
and shall render required professional services to the Company.
the Company has agreed to appoint
C. Based on representations made by the Professional,
him for the various professional service opinion as may be required by the Company
from time to time.
terms and conditions which is reduced here
in
D. The Parties have now agreed on certain
Writing.
UNDER:
NOW THIS AGREEMENT WITNESSTH AS
1. Scope of Work:
Professional for the Services as defned in
1.1.The Company has agreed to engage the
the Company froin
Annexure A or any other such Services as may be assigned by
shall be strictly in the
time to time. The Services provided by the Professional
in its
capacity of independent consultant/advisor without compromising, any way,
the interest of any Patient.
professional integrity and freedom and
1.2. During to the course of providing Services,
the Professional shall be exposed to
various confidential information, whether directly or indirectly, owned by the
disclose or release any such confidential
Company. The Professional shall not
information concerning the Company under the term of this Agreement.

2. FEES & EXPENSES

2.1.The Professional shall raise the invoice upon completion the Services as mentioned
under Annexure-A, if the Professional falls under the rules and guidelines of GST.
The Company shall make payment to the Professional within thirty (30) i:ays of
invoice. The Price quoted are exclusive of Goods and Servics 'Tax
receipt of the
(GST') and such other indirect taxes, as may be applicable. In the event of any

Emcure Pharmaceuticals Limited

Survey No. 255/2, Phase 1, Rajiv Ganghi IT Park, M.I.D.C., Hinjawadi, Pune
- 411 057
Phone:+91 20 3921000 Fax: 91 20 39821020, E-mail: [email protected], VWebsite: www.emcure.com

omgAAICNAp) Emcure House, T-184, M.I.D.C., Bhosari, Pune 411 026, INDIA.
-

Phone:+91 20-30610000,40700000 Fax: 91 20-30610111, CIN :U24231 PN1981PLCO24261

Emcure

dispute with regard to a portion of an invoice, the undisputed portion

shall be paid
as provided herein.

2.2.The invoice shall contain the mandatory fields that are required to be incorporated
in an invoice issued under the GST Law, such as GSTIN, HSN, value of Services,
law.
applicable taxes and other particulars required thereon or as mandated by
2.3.The Professional shall remit the taxes to the Government which are collected from
the Company and shall file all applicable returns within the prescribed due dates.
credit shall
2.4.Any reduction in rate of tax on any Services or the benefit of input tax
be passed on to the Company in its entirety in accordance with Anti-profiteering
clause under GST legislation by way of reduction in prices which would be
commensurate with the additional input credit that would accrue to the vendor post
introduction of GST.
2.5.All the expenses which the Professional may require to incur for the purpose of

providing the Services shall be deemed to have been included in the fees and are
not reimbursable by the Company.
2.6.In case the Professional states that it is exempted from any GST implications then
he/she shall declare it to the Company in written form.
2.7. The Company shall make payment of the fees afier deducting tax at source as per

Income Tax Act, 1961 and rules made thereunder.

3. RIGHTS AND OBLIGATiONS OF THE PROFESSIONAL AND TIIE

COMPANY:

3.1.The Professional shall provide the Services in its absolute professional ethics
without any influence of any monetary or non-monetary rewards and shall not
compromise its professional autonomy and freedom of the medical institution
and/or constitute a direct or indirect violation of any laws including but not limited
to the rules and regulations of the Medical Council of India.
3.2.The declaration of interest, with respect to this engagement for the Services at the
applicable forums wherever mandated as per regulations/codes/guideline under
which such professional is governed.
3.3.The Company reserves the right to publish any lecture/talk given by the
Professional in such scientific congresses/conferences/ meetings/ seminars in any
medical journals, make CDs and/or DVDs and the Professional shall allow the
Company to distribute copies of the printed lecture series and/or CDs/DVDs in
India even after early termination or expiry of this Agreement.
3.4.The Professional understands and agrees that the Company may, at Company's
discretion, edit and/or proof read the Professional's work.
3.5. The Presentation/Lecture/Debates/Meetings etc at any ofthe forums made pursuant
to this Agreement are not intended to promote any products of the Company but
would be focused on scientific and/or educational topics. Moreover, the
Professional understands and acknowledges that the activities of both the Parties to
the Agreement are regulated are regulated by competent regulatory authority.
Hence, the statements/representations relating to the effectiveness, perfornance,
use, safety, actual or potential clinical outcomes which are observed/expected shall
be fairly balance and in conformity with the applicable regulations and guidelines

Emcure Pharmaceuticals Limited

Survey No. 255/2, Phase 1, Rajiv Ganghi lT Park, M.l.D.C., Hinjawadi, Pune 411 057
-
-

Phone: +91 20 39821000 Fax: 91 20-39821020, E-mail : [email protected], Website : www.ermcure.com

Pune 411 026, INDIA.
om e p ) Emcure House, T-184, M.I.D.C., Bhosari,
-

Phone:+91 20-30610000, 40700000 Fax: 91 20-30610111, CIN: U24231 PN1981PLC024251

Emcure
PROFESSIONAL:
4. REPRESENTATIONS AND WARRANTIES BY THE
4.1.The Professional represents and warrants that:
a. He/she is competent to execute this Agreement.
b. He/she has valid requisite skills and expertise to render its Services to the Company
under the term of this Agreement.
and to render
C. He/she is capable to manage and fulfil the Purpose of this Agreement
the Services as contemplated under this Agreement.
d. He/she shall perform its Services with accuracy to the best of its professional
knowledge and competency.
which could
e. He/she is not subject to any obligation, contractual or otherwise,
hamper performance in his Services under this Agreement.

5. CONFIDENTIAL INFORMATION:
all confidential and
5.1.The Professional shall keep confidential and secret, any and
"Confidential Information"
proprietary information disclosed to it by the Company.
shall include, but not limited to, the Company's research and development
methods, techniques
activities, trade secrets, know-how, formulae, processes,
Services, business
present and future products, marketing strategy, financials,
the Company or its subsidiary
partners, disclosed whether orally or in writing, by
or affiliates, or that otherwise received or
accessed by the Professional in the course
of performing this Services under this Agreement. The Professional expressly
receives or discovers under this Agreement slhall not
agrees that any information it
written consent of the
be used or disclosed by it to any third party without the prior
disclose Confidential Information
Company. The Professional's obligations not to
Information shall survive the
to third parties and otherwise not to use Confidential
termination of this Agreement.

Confidential
5.2.The Professional shall not copy or disclose any material containing
Information except for the purpose of performance of its obligations under this
or destroy all copies of materials
Agreement. The Professional shall either return
under this
containing Confidential Information upon completion of Services
for
Agreement or upon any earlier termination of this Agreement specifically
archival purpose as instructed by the Company. The Professional shall undertake,
in about the destruction of the Confidential Information.
writing,

6. INTELLECTUAL PROPERTY:
All Intellectual Property Rights shall vest solely and exclusively with the Company.
including but not limited to any Intellectual Property generated while rendering of its
Services by the Professional. The Professional shall not use all Intellectual Propenty
Rights owned by the Company, at present or in the future, shall be and shall continue
to be owned by the Company, and the Professional shall not acquire or be decmed to
acquire any rights in respect thereof pursuant to a course of dealing under this
Agreement or otherwise. This clause shall survive after termination.
7. INDEMNIFICATION:
The Professional shall indemnify and hold harmless the Company, its afliliates,
directors, employees and representative from any third party claims arising in
Emcure Pharmaceuticals Limited
Survey No. 255/2, Phase - 1, Rajiv Ganghi IT Park, M.I.D.C., Hinjawadi, Pune - 411 057

Phone: +91 20 30321000 Fax: 91 20-39821020, E-mail : [email protected], Website: www.emcure.com

oM RCNLp) EEmcure House, T-184, M.I.D.C., Bhosari, Pune 411 026, INDIA.-

Phone: +91 20-30610000, 40700000 Fax: 91 20-30610111, CIN : U24231PN1981 PLC024251

Emcure

or carelessness in
unauthorized action, negligence
connection with the Professional's termination.
This clause shall survive the
respectof performance of this Agreement.

8. TERM & TERMINATION:

remain valid
the date of signing and shall
8.1. This Agreement shall be effective from
under this Agreement, unless
until the completion of the Services assigned for lurther
otherwise terminated by the Party. This Agreement
may be renewed
in
period as may be agreed by the Parties writing.
without any cause, by giving 30 (thirty)
8.2. Either Party may terminate this Agreement,
days written notice.
forthwith:
terminate this Agreement
8.3. The Company shall have a right to in this Agreemen
a. If the Professional
commits any material breach of obligation
insolvent or bankrupt
b. If the Professional is declared Inforation
agent discloses any Confidential
Professional or its employees or
C. If the
of the Company in its possesSion benefits of this
burden or
assigns or purports to assign the
d. If the Professional
the
Company.
Agreement without the prior written consent of under any laws.
e. The Professional is found guilty of non-compliance

9. EFFECTS OF TERMINATION:

the Professional shall:

9.1. Upon termination of this Agreement,
a. Fulfil all its obligation under this Agreement
Services.
b. Complete the last pending within the Custody of the
Return all the Confidential Information of the Company
C.
Professional.

specified to survive
shall survive which are
9.2. All the Clause under this Agreement
in their respective Clauses.

10. GOVERNING LAWS& JURISDICTION

10.1. This Agreement shall be constructed in accordance with and governed for al
purpose by the Laws of India.
10.2. The Courts of Pune shall have exclusive jurisdiction in this Agreement.

11. MISCELLENEOUS:

11.1. Any notice or other information required or authorized by this Agreement to be

given by one Party to another may be given by hand delivery or sent by registered
Post, in writing, to the other Party at the address referred to in this Agreement or at
such other address as the Party may, from time to time, notify the other Party.

11.2. If any term or provision of the Agreement is held to be invalid, illegal or

unenforceable in whole or in a part, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired.

Emcure Pharmaceuticals Limited

Survey No. 255/2, Phase - 1, Rajiv Ganghi IT Park, M.I.D.C., Hinjawadi, Pune - 411 057
Phone: +91 20 39821000 Fax :91 20 - 39821020, E-mail [email protected], Website www.emcure.com
omX HLTRA) REmcure House, T-184, M.I.D.C., Bhosari, Pune 411 026, INDIA.
Phone:+91 20-30610000, 40700000 Fax :91 20 -30610111, CiIN: U24231PN1981PLC024251
w
MCure

or
partnership, joint venlure,

This Agreement shall not create an agency,

11.3. be decmed to
hereunder shall
and nothing
employer/employee relationship, other except as exprcssly
or bind the
authorize either party to act for, represent

provided in this Agreement.

duties or obligati0n
Professional shall not assign any
right, title or interest, the Conipany
11.4 The
consent of the Company,
except that
hereunder without the
written and inure
This Agreement shall be binding upon
of its affiliates. allenipled
may assign to any s u c c e s s o r s and assigns.
Auy
the Parties' respective
to the benefit of shall be void and
of no effect.
violation of this provision
assignment in to
and other document,
this Agreement any
between
I1.5. In case of any discrepancyterms of this Agreement shall prevail.
the
the extent of discrepancy, slhall
Agreement
modification or waiver of any
provision ofthis Parties.
the
T1.6. No amendment,
written instrument signed
by both
effective unless set
forth in a
be each
electronic counterparts,
more
be executedin two or constitute one
This Agreement may shall together
11.7.
shall be deemed an original and all of which
facsimile
trans1mission or in
Adobe

ofwhich instrument. Signatures provided by shall be deemed

mail
to be
and the same
Format (PDF) sent by electronic
Portable Document

original signatures month and

hands on the day
have hereunto set their
WHEREOF the Parties
WITNESS
IN
mentioned.
hereinabove
year first behalf of
Executed for and on
for and on behalf of
Executed
P H A R M A C E U T I C A L S

EMCURE
LIMITED

Name:
Kuldeep Sharma
Title: DR. MUKUND WASEKAR
Director-Sales & Marketing
MBBS; MD MEDICINE
REG. NO.: 2012/08/2321
Witness
Witness:

Emcure Pharmaceuticals Limited

411 057
Survey No. 255/2, Phase 1, Rajiv Ganghi IT Park, M.I.D.C., Hinjawadi, Pune
-

com
Phone: +91 20 3H21000 Fax: 91 20-39821020, E-mail : [email protected], Website www.emcure

om ETARb) Emcure House, T-184, M..D.C., Bhosari, Pune -411 026, INDIA.
Phone:+91 20 30610000, 40700000 Fax: 91 20-30610111, CIN: U24231PN1981PLC024251
Emcure

ANNEXURE A

1. Services

The Professional shall assist

theCompany: -

Newer developments in the field of Diabetology,

Emcure's product portfolio,
bridge the therapeutic gap in feedback and inputs regarding
current
Studies conducted elsewhere and also Diabetes.
in the Management of
developments and future therapies
Scientific training to the Company's employees

2. Fees
the Company
Fees Rs 20000/- (Rupees Twenty Thousand) shall be paid by
The total agreed between the Parties and
as per mutual understanding
to the Professional in the installments
Services mentioned under this Agreement.
upon completion of the

DR. MUKUND WASEKAR

MBBS; MD MEDICINE

REG. NO.: 2012/08/2321

Emcure Pharmaceuticals Limited

Pune 411 057
Survey No. 255/2, Phase 1, Rajiv Ganghi IT Park, M.I.D.C., Hinjawadi,
-

Phone: +91 20 38821000 Fax:91 20-39821020, E-mail: [email protected], Website : www.emeurecom

mg+91ICMA) EEmcure House, T-184, M.I.D.C., Bhosari, Pune 411 026, INDIA.
-

Phone 20 - 30610000, 40700000 Fax: 91 20 -30610111, CIN: U24231PN1981PLC024251

 HAPPY HEALTH CLINIC
ENT Care.
General, Cardio-Diabetic, Thyroid &
Dr. Mukund S. Wasekar Dr. Shruti M. Wasekar
lnspining BetterHealth MBBS, MD MEDICINE MBBS, DLO (ENT)
Consultant Physician &Diabetologist
Fellowship in Diabetes, Expert in Thyroid and Consultant ENT Surgeon
Cardiovascular diseases. Reg No: 2012/08/2321 Reg No: 2016/03/0527

Name Age Sex Wt: Date:

TD,Enaure pwonCcuiad
hare qven Epert opiL
on
on Dictbett Treakoek cloice in
THanag cht Olcubely

DR. MUKUND WASEKAR

MBBS; MD MEDICINE
REG. NO.: 2012/08/2321

Address: Shop No. 1, Bldg A,

Besides The United Church
Karmayog Hsg Soc, Near Mahindra Antheia Hsg Soc
of Christ Kamgar Nagar, Nehru Nagar Road, Pimpri, Pune -411 018.
Contact No: 9604270554
 Mund wdre
Neme and qualification of the HCPR4-1KHNDWASEKAR
Registration no. of the HCP:
MBBS; MD MEDICINE
22o282

HealR n r a 0 g r Nagdr,PUWe -44DI&

BER. NO.:2012A08/232t

Address HapPy
Date: 3 _09/ 20
Signature & Seal of HCP

of type 2 Diabetes Mellitus

1. In your practice, what is the place of Vildagliptin for the treatment

(T2DM)?

SOwY op or 8Ip
vildaql iptHo

for glycemic control after Vildagliptin

2. In your clinical practice, what is usual duration required

add on therapy?

6 Week.

3. In your clinical practice, how much HbA1c reduction do you observed with Vildagliptin as a

monotherapy and add-on therapy?

rpouteraY
Therar + 2.
4 What is your clinical experience on effect of Vildagliptin on glycemic variability in patients with

T2DM?

Pcdued isk of alyrenic yuridibhH

Vildagliptin ConfidentialPage 1
9. According to your opinion, what would be benefit of once a day sustained formulation of
Vildagliptin?

Suai drua Peleosed Ar time

perio vours.

10. In your clinical experience, which are the commonly observed adverse effect seen with

administration of Vildagliptin?

urina Truat infeck Nuoslqragiee.

sin ratettn Hddo.

use additional paper

If required, please

ConfidentialPage 3
Vildagliptin
 in patients of T2DM prone to risk of
5. In your routine practice, do you prefer Vildagliptin
hypoglycemia and weight gain?

Y, TP

6. In which age group of patients with T2DM would you prefer to prescribe Vildagliptin?

qbye ycor ?0'1. yo. 8|9

do prefer to use in combination

7. In your practice, which other anti-hyperglycemic agents you

with Vildagliptin?

Posi o so, Ti q2o|1dhoc 'scose.

dscoue.
et

of chronic kidney disease (CKD) do you prefer to

8. In your practice, in which type/severity

prescribe Vildagliptin?

Can we wd follooing oose so PTD)

Hild4e ena ingutFiaeroy Jh paHeur ulfe

Molera or seerd Rhal ualue inJuidet
Or i t ED. Kehondd dus son o

Confidential Page 2
Vildagliptin
 feHTST HRA
INCOME TAX DEPARTMENT GOVT. OFINDIA

Permanent Account Number Card

AAQPW1974P
TAName
MUKUND SUDHAKAR WASEKAR

g
TTT4I Father's Name
SUDHAKAR S WASEKAR
24072019

Date of Birth
PAN Appcaen DalySed Cane
Vad uneePnea Cane

23/03/1986
 Valid lor three rmornihs from the dale of nethurme
PIMPRI MC-PUNE

UCO Bank aTGsNEFT IFS CODE: ucBAD001970

D D M MYYY Y
9ESR4X

PAY T T5 OR BEARER

RUPEES u

NC No. 19700110011089 SegnNo eez000182

SB

Payable at par at all UcO CBS branches

MUKUND SUDHAKAR WASEKAR
PleaseSignabov